Smart Sand, Inc.

Previous wording

We are a fully integrated frac and industrial sand supply and services company. We offer complete mine to wellsite proppant supply and logistics solutions to our frac sand customers. We produce low-cost, high quality Northern White sand, which is a premium sand used as proppant to enhance hydrocarbon recovery rates in the hydraulic fracturing of oil and natural gas wells and for a variety of industrial applications. We also offer proppant logistics solutions to our customers through our in-basin transloading terminals and our SmartSystems™ wellsite storage capabilities. In recent years, we have expanded our product line to offer Industrial Products Solutions (“IPS”) in order to diversify our customer base and markets we serve by offering sand for industrial uses. We market our products and services to oil and natural gas exploration and production companies, oilfield service companies, and industrial manufacturers. We sell our sand through long-term contracts, short-term supply agreements or spot sales in the open market. We provide wellsite proppant storage solutions services and equipment under flexible contract terms custom tailored to meet the needs of our customers. We believe that, among other things, the following makes us a highly attractive provider of sand and logistics services: (i) the size and favorable geologic characteristics of our sand reserves; (ii) the strategic location and logistical advantages of our facilities; (iii) our proprietary SmartDepot™ portable wellsite storage silos, SmartPath® wellsite proppant management system and SmartBelt™ conveyor; (iv) access to all Class I rail lines; and (v) the industry experience of our senior management team.

Current wording

We are a fully integrated frac and industrial sand supply and services company. We offer complete mine to wellsite proppant supply and logistics solutions to our frac sand customers. We produce low-cost, high quality Northern White sand, which is a premium sand used as proppant to enhance hydrocarbon recovery rates in the hydraulic fracturing of oil and natural gas wells and for a variety of industrial applications. We also offer proppant logistics solutions to our customers through our in-basin transloading terminals and our SmartSystems™ wellsite storage capabilities. In late 2021, we created our Industrial Products Solutions (“IPS”) business in order to diversify our customer base and markets we serve by offering sand for industrial uses. We market our products and services to oil and natural gas exploration and production companies, oilfield service companies, and diversified industrial and commercial customers. We sell our sand through long-term contracts, short-term supply agreements or spot sales in the open market. We provide wellsite proppant storage solutions services and equipment under flexible contract terms custom tailored to meet the needs of our customers. We believe that, among other things: (i) the size and favorable geologic characteristics of our sand reserves; (ii) the strategic location and logistical advantages of our facilities; (iii) our proprietary SmartDepot™ portable wellsite storage silos, SmartPath® wellsite proppant management system and SmartBelt™ conveyor; (iv) access to all Class I rail lines; and (v) the industry experience of our senior management team make us a highly attractive provider of sand and logistics services.

Previous wording

We incorporated in Delaware in July 2011 and began operations at our Oakdale, Wisconsin facility with 1.1 million tons of annual processing capacity in July 2012. After several expansions, our current annual processing capacity at our Oakdale facility, which has access to both the Canadian Pacific and Union Pacific rail networks, is approximately 5.5 million tons. In 2020, we acquired our Ottawa, Illinois mine and processing facility, which has an annual processing capacity of approximately 1.6 million tons and access to the Burlington Northern Santa Fe rail network. In March 2022, we acquired our Blair, Wisconsin mine and processing facility, which has approximately 2.9 million tons of total annual processing capacity and contains an onsite, unit train capable rail terminal with access to the Class I Canadian National Railway. We commenced operations at the Blair facility in May 2023. In total, we have annual processing capacity of approximately 10.0 million tons across all of our operating facilities.

Current wording

We incorporated in Delaware in July 2011 and began operations at our Oakdale, Wisconsin facility with 1.1 million tons of annual processing capacity in July 2012. After several expansions, our current annual processing capacity at our Oakdale facility, which has access to both the Canadian Pacific and Union Pacific rail networks, is approximately 5.5 million tons. In 2020, we acquired our Ottawa, Illinois mine and processing facility, which has an annual processing capacity of approximately 1.6 million tons and access to the Burlington Northern Santa Fe rail network. In March 2022, we acquired our Blair, Wisconsin mine and processing facility, which has approximately 2.9 million tons of annual processing capacity and contains an onsite, unit train capable rail terminal with access to the Class I Canadian National Railway. We commenced operations at the Blair facility in May 2023. In total, we have annual processing capacity of approximately 10.0 million tons across all of our operating facilities.

Previous wording

We directly control five in-basin transloading facilities and have access to third party transloading terminals in all operating basins. We operate a unit train capable transloading terminal in Van Hook, North Dakota to service the Bakken Formation in the Williston Basin. We also serve the Appalachian Basin through three company-controlled terminals. In January 2022, we began operations at a unit train capable transloading terminal in Waynesburg, Pennsylvania, which we expanded in 2023. In December 2023, we acquired the right to operate a terminal in Minerva, Ohio and in January 2024, we acquired the right to operate a terminal in Dennison, Ohio. These two Ohio terminals became operational in 2024. In September 2025, we completed the expansion of our terminal in Dennison, OH. We also have the right to use a rail terminal located in El Reno, Oklahoma. Additionally, we have longstanding relationships with third party terminal operators that provide us with access to substantially all oil and natural gas exploration production basins of North America.

Current wording

We directly control five in-basin transloading facilities and have access to third party transloading terminals in substantially all operating basins. These terminals allow us to offer more efficient and sustainable delivery options to our customers. We operate a unit train capable transloading terminal in Van Hook, North Dakota to service the Bakken Formation in the Williston Basin. We also serve the Appalachian Basin through three company-controlled terminals. In January 2022, we began operations at a unit train capable transloading terminal in Waynesburg, Pennsylvania, which we expanded in 2023. In December 2023, we acquired the right to operate a terminal in Minerva, Ohio and in January 2024, we acquired the right to operate a terminal in Dennison, Ohio. These two Ohio terminals became operational in 2024. In September 2025, we completed the expansion of our terminal in Dennison, Ohio. We also have rights to use a rail terminal located in El Reno, Oklahoma. Additionally, we have long-standing relationships with third party terminal operators that allow us access to substantially all oil and natural gas exploration production basins of North America.

Previous wording

In 2021, we expanded our product line to offer Industrial Sand through IPS. In 2023, we completed the installation of blending and cooling assets at our Ottawa, Illinois facility that we believe provides additional opportunities to increase our customer base in the IPS business. While sales of IPS to customers have been a small portion of our overall sand sales, we expect to continue to expand and diversify to serve the major industrial markets throughout North America, including glass, foundry, building products, filtration, geothermal, renewables, ceramics, turf & landscape, retail, recreation and more.

Current wording

We expanded our IPS product line in 2023 by completing the installation of blending and cooling equipment at our Ottawa, Illinois facility, which we believe provides new opportunities to increase our customer base in the IPS business. We expect to continue to expand and diversify to serve the major industrial markets throughout North America, including glass, foundry, building products, filtration, geothermal, renewables, ceramics, turf & landscape, retail and recreational uses.

Previous wording

Our historical results of operations and cash flows may not be indicative of results of operations and cash flows to be expected in the future. Events such as the ongoing conflicts in Ukraine and the Middle East, rapidly changing trade policies between the United States and other countries, and recent output changes by the Organization of the Petroleum Exporting Countries may affect oil and natural gas prices and create volatility in the oilfield service sector. Our sales into Mexico and Canada are currently exempt from tariffs. Although our sales into Canada were subject to tariffs earlier this year, a recent Surtax Remission Order eliminated such tariffs on our sand. Should the tariff rates change, we anticipate that our customers would be responsible for the increased cost, which may result in customers sourcing their sand needs from other suppliers within their own countries. We are currently unable to estimate the effect of current or future events on our future financial position and results of operations. Therefore, we give no assurances that these events will not have a material adverse effect on our financial position or results of operations.

Current wording

Our sales into Mexico and Canada are currently exempt from tariffs. Although our sales into Canada were subject to tariffs in the beginning of 2025, a Surtax Remission Order eliminated such tariffs on our sand. Should the tariff rates change, we anticipate that our customers would be responsible for the increased cost, which may result in customers sourcing their sand needs from other suppliers within their own countries. We are currently unable to estimate the effect of current or future events on our future financial position and results of operations. Therefore, we give no assurances that these events will not have a material adverse effect on our financial position or results of operations.

Previous wording

We experienced an increase in the volume of sand sold in 2024, which was followed by a slowdown in the first quarter of 2025. We have experienced an increase in the volume of sand sold in the second and third quarters of 2025 as customers increased their activity. There have also been modest pricing fluctuations over the periods presented, but we believe the fluctuation is consistent with other commodities in the oilfield services sector. We believe the demand for frac sand will continue to moderately increase, driven by increased lateral well lengths and increased volume of sand per linear foot of lateral well. Additionally, demand may increase over the next five years, due to potential increased export capacity of LNG and increased power demand for data centers leading to increased drilling and completions of natural gas wells to support this growing demand.

Current wording

During 2025 and the first quarter of 2026, we experienced an increase in the volume of sand sold as customers increased their activity. There have also been modest sand pricing fluctuations over the periods presented, but we believe the fluctuation is consistent with other products in the oilfield services sector. We believe the demand for frac sand will continue to moderately increase, driven by long-term demand for natural gas in North America and continued efforts by oil and natural gas producers to increase the efficiency of well completions and the increased production per well completed, which is leading to increased volume of sand per linear foot of lateral well. Frac sand demand may also increase over the next five years, due to higher levels of drilling and completion of natural gas wells to supply natural gas for increased export capacity of liquefied natural gas (“LNG”) and increased power demand for data centers. North American LNG export capacity is currently expected to grow by over 50% by 2030. Artificial intelligence (“AI”) facilities are being planned in various locations across North America, including near the Marcellus region. Developers of AI facilities are looking for locations near existing natural gas wells, water, infrastructure and people to be able to directly source some of their power supply needs. We are watching AI and LNG export capacity growth closely as a potential long-term driver of demand for our frac sand products and logistical services.

Previous wording

Demand in the IPS business is relatively stable as customers are spread over a wide range of industries including glass, foundry, building products, filtration, geothermal, renewables, ceramics, turf & landscape, retail, recreation and more. The IPS business is primarily influenced by macroeconomic drivers such as consumer demand and population growth. We believe that as this business grows, it may provide us with the ability to diversify a portion our sales into more stable, consumer-driven products to help mitigate price volatility in the oil and gas industry.

Current wording

Demand in the IPS business is stable as customers are spread over a wide range of industries including glass, foundry, building products, filtration, geothermal, renewables, ceramics, turf & landscape, retail, recreation and more. The IPS business is primarily influenced by macroeconomic drivers such as consumer demand and population growth. We believe that as this business grows, it may provide us with the ability to diversify a portion of our sales into more stable, consumer-driven products to help mitigate price volatility in the oil and gas industry.

Previous wording

Since taking office on January 20, 2025, President Trump has issued a series of executive orders and memoranda signaling a shift in environmental and energy policy in the United States, including the revocation of approximately 80 Biden-era executive orders related to public health, the environment, climate change and climate-related financial risks. President Trump also declared a national energy emergency, directing agencies to expedite conventional energy projects, and several agencies have undertaken actions of a deregulatory nature in accordance with the executive orders, memoranda and emergency declaration. Though our products are not currently subject to tariffs, throughout 2025, there have been fluctuating tariffs that may directly or indirectly affect our results of operations. We continue to actively monitor current events, but we are unable to estimate the magnitude of their effect on our future financial position, results of operations or cash flows, or give any assurances that these events will not have a material adverse effect on our financial position, results of operations, or cash flows.

Current wording

Since taking office on January 20, 2025, President Trump has issued a series of executive orders and memoranda signaling a shift in environmental and energy policy in the United States, including the revocation of numerous Biden-era executive orders, presidential memoranda and other executive actions related to public health, the environment, climate change and climate-related financial risks. President Trump also declared a national energy emergency, directing agencies to expedite conventional energy projects, and several agencies have undertaken actions of a deregulatory nature in accordance with the executive orders, memoranda and emergency declaration. Though our products are not currently subject to tariffs, recently, there have been fluctuating tariffs that may directly or indirectly affect our results of operations. We continue to actively monitor current events, but we are unable to estimate the magnitude of their effect on our future financial position, results of operations or cash flows, or give any assurances that these events will not have a material adverse effect on our financial position, results of operations, or cash flows.

Previous wording

Revenues were $92.8 million and tons sold were approximately 1,472,000 for the three months ended September 30, 2025. Revenues for the three months ended September 30, 2024 were $63.2 million, during which time we sold approximately 1,189,000 tons of sand. The key factors contributing to the increase in revenues for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, were as follows:

Current wording

Revenues were $93.1 million and tons sold were approximately 1,492,000 for the three months ended March 31, 2026. Revenues for the three months ended March 31, 2025 were $65.6 million, during which time we sold approximately 1,069,000 tons of sand. The key factors contributing to the change in revenues for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 were as follows:

Previous wording

•Sand revenue increased to $240.7 million for the nine months ended September 30, 2025 versus $213.0 million for the nine months ended September 30, 2024. Total volumes increased by approximately 4% while sand pricing per ton was slightly higher in the current period. Sand revenue for the nine months ended September 30, 2025 also included

Current wording

•Sand revenue increased to $92.5 million for the three months ended March 31, 2026 versus $64.5 million for the three months ended March 31, 2025. Total volumes increased by approximately 40% and sand pricing per ton was slightly higher in the current period.

Previous wording

•SmartSystems revenue was approximately $1.1 million for the three months ended September 30, 2025 compared to $0.9 million for the three months ended September 30, 2024. The increase in SmartSystems revenue was due to higher utilization of our SmartSystems fleet.

Current wording

•SmartSystems revenue was approximately $0.6 million for the three months ended March 31, 2026 compared to $1.1 million for the three months ended March 31, 2025. The decline in SmartSystems revenue was due to lower utilization of our SmartSystems fleet.

Previous wording

Cost of goods sold was $217.4 million and $188.6 million for the nine months ended September 30, 2025 and September 30, 2024, respectively. The increase was primarily due to higher volumes sold in the current period and the related increase in production costs, and freight and transloading costs.

Current wording

Cost of goods sold was $87.0 million and $62.8 million for the three months ended March 31, 2026 and March 31, 2025, respectively. The increase was primarily due to higher volumes sold in the current period and the related increase in production costs, freight and transloading costs.

Previous wording

Gross profit was $26.7 million and $31.4 million for the nine months ended September 30, 2025 and September 30, 2024, respectively. The gross profit for the nine months ended September 30, 2025 was lower, compared to the nine months ended September 30, 2024, due primarily to lower utilization of our SmartSystems fleet and increased freight and transload costs associated with higher sales volumes in the current period.

Current wording

Gross profit was $6.1 million and $2.8 million for the three months ended March 31, 2026 and March 31, 2025, respectively. The gross profit for the three months ended March 31, 2026 was higher, compared to the three months ended March 31, 2025, due primarily to higher sales volumes in the current period.

Previous wording

Selling, general and administrative expenses were $27.4 million for the nine months ended September 30, 2025 compared to $28.9 million for the nine months ended September 30, 2024. The decline in selling, general and administrative costs was driven by higher banking and legal costs associated with debt refinancing in the prior year. The gain on disposal of assets of $0.8 million for the nine months ended September 30, 2025 was primarily related to the sale of vacant land that was part of a previous acquisition.

Current wording

Selling, general and administrative expenses were $10.7 million for the three months ended March 31, 2026 compared to $9.2 million for the three months ended March 31, 2025. The increase in selling, general and administrative expenses was driven by increased wages and royalties on higher sales volumes. The gain on disposal of assets of $0.3 million for the three months ended March 31, 2026 was primarily related to disposals of heavy equipment.

Previous wording

We incurred $0.3 million and $0.3 million of net interest expense for the three months ended September 30, 2025 and 2024, respectively.

Current wording

We incurred $0.3 million of net interest expense for both the three months ended March 31, 2026 and March 31, 2025.

Previous wording

For the three months ended September 30, 2025 and 2024, our effective tax rate was approximately 40.9% and 98.1%, respectively. We are required to record our interim period income tax (benefit) expense in accordance with GAAP, which requires that we estimate our full year effective tax rate and apply that rate to the net income for the period. Our effective tax rate includes modifications from the statutory rate for items such as income tax credits, tax depletion deduction, carrybacks, and state taxes, among other items. The biggest driver of our income tax (benefit) expense is our depletion deduction calculation, which is not directly related to the net income of our Company. This tax deduction has an equally large effect on our income tax rate, which is the basis for the quarterly income tax (benefit) expense calculation. We do not expect to be a payer of federal income tax in 2025 and we expect to pay an immaterial amount of state income taxes in 2025. Because of the difference between income tax recorded on a GAAP basis and the cash taxes we expect to pay, we use additional non-GAAP performance measures of contribution margin, adjusted EBITDA, and free cash flow to evaluate our results of operations.

Current wording

For the three months ended March 31, 2026 and March 31, 2025, our effective tax rate was approximately 23.3% and (233.6)%, respectively. We are required to record our interim period income tax (benefit) expense in accordance with GAAP, which requires that we estimate our full year effective tax rate and apply that rate to the net income for the period. Our effective tax rate includes modifications from the statutory rate for items such as income tax credits, tax depletion deduction, valuation allowance, and state taxes, among other items. The biggest driver of our income tax (benefit) expense is our depletion deduction calculation, which is not directly related to the net income of our Company. This tax deduction has an equally large effect on our income tax rate, which is the basis for the quarterly income tax (benefit) expense calculation. We do not expect to be a payer of federal income tax in 2026 and we expect to pay an immaterial amount of state income taxes in 2026. Because of the difference between income tax recorded on a GAAP basis and the cash taxes we expect to pay, we use additional non-GAAP performance measures of contribution margin, adjusted EBITDA, and free cash flow to evaluate our results of operations.

Previous wording

As of September 30, 2025, we have recorded a liability for uncertain tax positions included on our balance sheet, related to our depletion deduction methodology. As of September 30, 2025, we determined that it is more likely than not that we will not be able to fully realize the benefits of certain existing deductible temporary differences and have recorded a partial valuation allowance against the gross deferred tax assets, which is included in liabilities, long-term, net on our balance sheet, and a corresponding increase to the income tax expense on our condensed consolidated statement of operations.

Current wording

As of March 31, 2026, we have recorded a liability for uncertain tax positions included on our balance sheet, related to our depletion deduction methodology. As of March 31, 2026, we determined that it is more likely than not that we will not be able to fully realize the benefits of certain existing deductible temporary differences and have recorded a partial valuation allowance against the gross deferred tax assets, which is included in liabilities, long-term, net on our balance sheet, and a corresponding increase to the income tax expense on our condensed consolidated statements of operations.

Previous wording

Net income was $0.2 million for the nine months ended September 30, 2025 as compared to net loss of $0.7 million for the nine months ended September 30, 2024. Net income improved in the current period primarily due to higher sales volumes and lower operating expenses partially offset by the increased cost of goods sold. Our income tax (benefit) expense further contributed to our net income for the current period. Income tax expense (benefit) often distorts our results of operations due to variances between amounts recorded for GAAP and the amount we pay in a reporting period. We calculate our income tax expense as required by GAAP, but we do not expect to be a payer of any material income taxes for the full year 2025. Because of the difference between income tax recorded on a GAAP basis and the cash taxes we expect to pay, we use non-GAAP measures of contribution margin, adjusted EBITDA, and free cash flow as measures of our performance.

Current wording

Net loss was $3.9 million for the three months ended March 31, 2026 as compared to net loss of $24.2 million for the three months ended March 31, 2025. Net loss decreased in the current period primarily due to a decrease in our income tax (benefit) expense. Income tax (benefit) expense often distorts our results of operations due to variances between amounts recorded for GAAP and the amount we pay in a reporting period. We calculate our income tax expense as required by GAAP, but we do not expect to be a payer of any material income taxes for the full year 2026. Because of the difference between income tax recorded on a GAAP basis and the cash taxes we expect to pay, we use non-GAAP measures of contribution margin, adjusted EBITDA, and free cash flow as measures of our performance.

Previous wording

Contribution margin was $21.7 million and $13.2 million, or $14.76 and $11.09 per ton sold, for the three months ended September 30, 2025 and 2024, respectively. Contribution margin was higher compared to the same period in 2024 primarily due to increased sales volumes and the excess ton payment of $4.4 million partially offset by higher logistics costs related to the delivery location of our frac sand sales. Contribution margin was $47.1 million and $51.5 million, or $11.87 and $13.55 per ton sold, for the nine months ended September 30, 2025 and 2024, respectively. The decline in overall contribution margin for the nine month period ended September 30, 2025, when compared to the same period in 2024, was primarily due to the increase in logistics costs due to higher sales volumes, delivery location mix of our sales and increased mining costs.

Current wording

Contribution margin was $13.2 million and $9.6 million, or $8.84 and $8.96 per ton sold, for the three months ended March 31, 2026 and 2025, respectively. Contribution margin was higher compared to the same period in 2025 primarily due to increased sales volumes at a slightly higher average selling price.

Previous wording

Adjusted EBITDA was $13.6 million for the three months ended September 30, 2025 compared to $5.7 million for the three months ended September 30, 2024. The increase in adjusted EBITDA for the three months ended September 30, 2025, compared to the same period in 2024, was primarily due to higher sales volumes of sand sold and the excess ton payment partially offset by the increase in logistics and production costs associated with those sales. Adjusted EBITDA was $22.8 million for the nine months ended September 30, 2025 compared to $26.9 million for the nine months ended September 30, 2024. The decrease in adjusted EBITDA for the nine months ended September 30, 2025, compared to the same period in 2024, was primarily due to higher logistics costs due to the delivery location of frac sand sales and higher mining costs.

Current wording

Adjusted EBITDA was $3.8 million for the three months ended March 31, 2026 compared to $1.4 million for the three months ended March 31, 2025. The increase in adjusted EBITDA for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to higher sales volumes of sand sold.

Previous wording

Net cash provided by operating activities is the GAAP measure most directly comparable to free cash flows. Free cash flows should not be considered an alternative to net cash provided by operating activities presented in accordance with GAAP. Because free cash flows may be defined differently by other companies in our industry, our definition of free cash flows may not be comparable to similarly titled measures of other companies, thereby diminishing its utility. The following table presents a reconciliation of net cash provided by operating activities to free cash flows.

Current wording

Net cash provided by operating activities is the GAAP measure most directly comparable to free cash flow. Free cash flow should not be considered an alternative to net cash provided by operating activities presented in accordance with GAAP. Because free cash flow may be defined differently by other companies in our industry, our definition of free cash flow may not be comparable to similarly titled measures of other companies, thereby diminishing its utility. The following table presents a reconciliation of net cash provided by operating activities to free cash flow.

Previous wording

Our primary sources of liquidity are cash flow generated from operations and availability under our FCB ABL Credit Facility and other equipment financing sources. As of September 30, 2025, cash on hand was $5.1 million and we had $30.0 million in undrawn availability on our FCB ABL Credit Facility.

Current wording

Our primary sources of liquidity are cash flow generated from operations and availability under our FCB ABL Credit Facility and other equipment financing sources. As of March 31, 2026, cash on hand was $19.5 million and we had $30.0 million in undrawn availability on our FCB ABL Credit Facility.

Previous wording

On July 23, 2025, our Board of Directors declared a special dividend of $0.10 per share of common stock, which was paid on August 14, 2025 to stockholders of record at the close of business on August 4, 2025. The dividend payment returned approximately $4.4 million to our shareholders.

Current wording

On April 9, 2026, our Board of Directors declared a special dividend of $0.10 per share of common stock, which was paid on May 5, 2026 to stockholders of record at the close of business on April 22, 2026. The dividend payment returned approximately $3.9 million to our shareholders.

Previous wording

On October 3, 2024, our Board of Directors approved an eighteen-month share repurchase program under which we may purchase up to $10.0 million of our ordinary shares (the “Repurchase Program”). Pursuant to the Repurchase Program, we may repurchase our ordinary shares from time to time, in amounts, at prices and at such times as management deems appropriate, subject to market conditions and other considerations. Management may make repurchases in the open market, privately negotiated transactions, accelerated repurchase programs or structured share repurchase programs. The Repurchase Program will be conducted in compliance with applicable legal requirements and shall be subject to market conditions and other factors. The Repurchase Program does not obligate management to acquire any particular amount of ordinary shares and the Repurchase Program may be modified or suspended at any time.

Current wording

On February 23, 2026, our Board of Directors approved a two-year share repurchase program under which we may purchase up to $20.0 million of our common stock (the “New Repurchase Program”). The New Repurchase Program went into effect on April 3, 2026 upon the expiration of our previous share repurchase program and will continue through April 2, 2028. Pursuant to the New Repurchase Program, we may repurchase our ordinary shares from time to time, in amounts, at prices and at such times as management deems appropriate, subject to market conditions and other considerations. Management may make repurchases in the open market, privately negotiated transactions, accelerated repurchase programs or structured share repurchase programs. The New Repurchase Program will be conducted in compliance with applicable legal requirements and shall be subject to market conditions and other factors. The New Repurchase Program does not obligate us to acquire any particular amount of ordinary shares, and the New Repurchase Program may be modified or suspended at any time at our discretion. No repurchases have been made under the New Repurchase Program.

Previous wording

On May 22, 2025, we entered into a written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. We implemented this written trading plan in connection with our Repurchase Program. The trading plan permitted the purchase of up to a total of $1.5 million of our shares (including commissions). The number of shares of Company common stock to be purchased on any purchase day was up to the maximum daily target volume allowable under Rule 10b-18 of the Exchange Act. We purchased $1.5 million of shares under the 10b5-1 Trading Plan and the plan was terminated in July 2025.

Current wording

On March 3, 2026, we entered into a written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. We implemented this written trading plan in connection with our Repurchase Program. The trading plan permitted the purchase of up to a total of $2.5 million of our shares (including commissions). The number of shares of Company common stock to be purchased on any purchase day was up to the maximum daily target volume allowable under Rule 10b-18 of the Exchange Act. We repurchased $1.5 million of shares under this 10b5-1 Trading Plan during the three months ended March 31, 2026.

Previous wording

We expect full year 2025 capital expenditures to be between $15.0 million and $17.0 million, excluding any acquisitions. Our expected capital expenditures for 2025 are primarily to open new mining areas for development, efficiency projects at Oakdale, Blair and Ottawa facilities, expansion and customization of our newly acquired Ohio terminals and potential investment in one or more new terminals. We expect to fund these capital expenditures with existing cash from operations, equipment financing options available to us or borrowings under the FCB ABL Credit Facility.

Current wording

We expect full year 2026 capital expenditures to be between $15.0 million and $20.0 million, consisting primarily of capital to open new mining areas for development and efficiency projects at our Oakdale, Blair and Ottawa facilities. We expect to fund these capital expenditures with existing cash from operations, equipment financing options available to us or borrowings under the FCB ABL Credit Facility.

Previous wording

Our debt facilities include the VFI Equipment Financing, various notes payable and our FCB ABL Credit Facility. Our VFI Equipment Financing is secured by a substantial portion of the Company’s SmartSystems equipment. The outstanding balance under the VFI Equipment Financing as of September 30, 2025 was $6.9 million. Minimum cash payments on this facility for the remainder of 2025 are anticipated to be $0.7 million. Our various notes payable are primarily secured by heavy equipment. Total debt under these notes payable as of September 30, 2025 was $5.3 million. Minimum cash payments on these notes payable for the remainder of 2025 are anticipated to be $0.4 million. There were no outstanding borrowings on our FCB ABL Credit Facility as of September 30, 2025.

Current wording

Our debt facilities include the VFI Equipment Financing, various notes payable and our FCB ABL Credit Facility. Our VFI Equipment Financing is secured by a substantial portion of our SmartSystems equipment. The outstanding balance under the VFI Equipment Financing as of March 31, 2026 was $6.1 million. Minimum cash payments on this facility for the remainder of 2026 are anticipated to be $2.2 million. Our various notes payable are primarily secured by heavy equipment. Total debt under these notes payable as of March 31, 2026 was $7.6 million. Minimum cash payments on these notes payable for the remainder of 2026 are anticipated to be $1.9 million. There were no outstanding borrowings on our FCB ABL Credit Facility as of March 31, 2026.

Previous wording

We use leases primarily to procure certain office space, railcars and heavy equipment as part of our operations. The majority of our lease payments are fixed and determinable. Our operating lease liabilities as of September 30, 2025 were $26.0 million. Minimum cash payments on operating leases for the remainder of 2025 are anticipated to be $2.5 million.

Current wording

We use leases primarily to procure certain office space, railcars and heavy equipment as part of our operations. The majority of our lease payments are fixed and determinable. Our operating lease liabilities as of March 31, 2026 were $25.0 million. Minimum cash payments on operating leases for the remainder of 2026 are anticipated to be $7.9 million.

Previous wording

The Company is obligated under certain contracts for minimum payments for the right to use land for extractive activities. The annual minimum payments under these contracts are approximately $2.5 million per year in the aggregate for the next 12 years.

Current wording

The Company is obligated under certain contracts for minimum payments for the right to use land for extractive activities. The annual minimum payments under these contracts are approximately $2.5 million per year in the aggregate for the next 11 years.

Previous wording

We had outstanding performance bonds of $19.7 million as of September 30, 2025.

Current wording

We had outstanding performance bonds of $20.0 million as of March 31, 2026.

Previous wording

For the nine months ended September 30, 2025, Equitable Gas Corporation and Encino Energy accounted for 27.7% and 12.5% of total revenue, respectively. For the nine months ended September 30, 2024, revenue from Equitable Gas Corporation, Encino Energy and Liberty Oilfield accounted for 29%, 13.8%, and 11% of total revenue, respectively.

Current wording

For the three months ended March 31, 2026, EOG Resources, Inc., EQT Corporation and ARC Resources, Ltd. accounted for 31.1%, 20.2% and 17.6% of total revenue, respectively. For the three months ended March 31, 2025, revenue from EQT Corporation, Encino Energy, Expand Energy Corporation and CNX Resources Corporation accounted for 35.5%, 13.2%, 12.9% and 12.6% of total revenue, respectively.

Previous wording

There have been no material changes in our critical accounting policies and procedures during the nine months ended September 30, 2025.

Current wording

There have been no material changes in our critical accounting policies and procedures during the three months ended March 31, 2026.

Previous wording

The preparation of interim statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of these financial statements include but are not limited to: impairment considerations of assets, including intangible assets, fixed assets, and inventory; estimated cost of future asset retirement obligations; fair values of acquired assets and assumed liabilities; recoverability of deferred tax assets; inventory reserve; and the collectability of receivables; and certain liabilities.

Current wording

The preparation of interim statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of these financial statements include but are not limited to: impairment considerations of assets, including intangible assets, fixed assets, and inventory; estimated cost of future asset retirement obligations; fair values of acquired assets and assumed liabilities; recoverability of deferred tax assets; inventory reserve; the collectability of receivables; and certain liabilities.